| SHARE-BASED COMPENSATION |
SHARE-BASED COMPENSATION BAM and BN have granted share-based compensation awards to certain employees and directors of BAM, under a number of compensation plans (the “Equity Plans”). The Equity Plans provide for the granting of share options, restricted shares, escrowed shares and deferred share and restricted share units which contain certain service or performance requirements of BAM or BN. The expense recognized for share-based compensation is summarized in the following table: | | | | | | | | | | | | | | | | | | | | FOR THE YEARS ENDED DECEMBER 31, (MILLIONS) | 2025 | | 2024 | | 2023 | | | | Expense arising from equity-settled share-based payment transactions | | | | | | | | | Management Share Option Plan | $ | 44 | | | $ | 24 | | | $ | 24 | | | | | Escrowed Stock Plan | 60 | | | 20 | | | 14 | | | | | Restricted Stock Plan | 55 | | | 51 | | | 48 | | | | | $ | 159 | | | $ | 95 | | | $ | 86 | | | | | | | | | | | | | Expense/(Recovery) arising from cash-settled share-based payment transactions | | | | | | | | | Deferred Share Unit Plan | $ | 88 | | | $ | 42 | | | $ | 15 | | | | | Restricted Share Unit Plan | — | | | 1 | | | (3) | | | | | $ | 88 | | | $ | 43 | | | $ | 12 | | | |
The share-based payment plans are described below. Management Share Option Plan BAM recognizes any awards associated with the existing Equity Plans for its employees irrespective of whether the awards were granted by BN or BAM. Options issued under the Management Share Option Plan (“MSOP”) of both BN and BAM vest over a period of up to five years, expire ten years after the grant date and are settled through issuance of Class A Shares or BN Class A Shares. The exercise price is equal to the market price at the grant date. For the year ended December 31, 2025, the total expense incurred with respect to MSOP totaled $44 million (2024 – $24 million; 2023 – $24 million). The change in the number of options during the year ended December 31, 2025 was as follows: | | | | | | | | | | | | | | | | | | | | | | | | | Number of Brookfield Asset Management Ltd. Options1 | | Number of Brookfield Corporation Options2, 3 | | Number of Options (000's) | | Weighted-Average Exercise Price | | Number of Options (000's) | | Weighted-Average Exercise Price | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Outstanding as at January 1, 2025 | 12,565 | | | $ | 34.54 | | | 19,955 | | | $ | 20.06 | | | 2025 Arrangement | 6,085 | | | 31.67 | | | 16,133 | | | 17.38 | | | Transferred | 90 | | | 31.03 | | | 1,214 | | | 22.49 | | | Granted | 4,708 | | | 59.62 | | | 375 | | | 40.19 | | | Exercised | (1,365) | | | 23.85 | | | (9,334) | | | 14.41 | | | Cancelled | (417) | | | 44.27 | | | (117) | | | 29.26 | | | Outstanding as at December 31, 2025 | 21,666 | | | $ | 39.65 | | | 28,226 | | | $ | 20.91 | | 1. Represents the continuity of BAM options relating to only those employees of the Company based on BAM's weighted average exercise price which differs from that of BN. 2. Represents the continuity of BN's options relating to only those employees of the Company based on BN's weighted average exercise price which differs from that of BAM. 3. Adjusted to reflect the three-for-two stock split completed on October 9, 2025. |
The change in the number of options during the year ended December 31, 2024 was as follows: | | | | | | | | | | | | | | | | | | | | | | | | | Number of Brookfield Asset Management Ltd. Options1 | | Number of Brookfield Corporation Options2, 3 | | Number of Options (000's) | | Weighted-Average Exercise Price | | Number of Options (000's) | | Weighted-Average Exercise Price | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Outstanding as at January 1, 2024 | 9,969 | | | $ | 30.81 | | | 27,700 | | | $ | 18.77 | | | Transferred | (363) | | | 32.80 | | | (1,805) | | | 18.49 | | | Granted | 4,319 | | | 40.07 | | | — | | | — | | | Exercised | (1,004) | | | 20.64 | | | (5,749) | | | 14.06 | | | Cancelled | (356) | | | 36.96 | | | (191) | | | 27.82 | | | Outstanding as at December 31, 2024 | 12,565 | | | $ | 34.54 | | | 19,955 | | | $ | 20.06 | | 1. Represents the continuity of BAM options relating to only those employees of the Company based on BAM's weighted average exercise price which differs from that of BN. 2. Represents the continuity of BN's options relating to only those employees of the Company based on BN's weighted average exercise price which differs from that of BAM. 3. Adjusted to reflect the three-for-two stock split completed on October 9, 2025. |
The change in the number of options during the year ended December 31, 2023 was as follows: | | | | | | | | | | | | | | | | | | | | | | | | | Number of Brookfield Asset Management Ltd. Options1 | | Number of Brookfield Corporation Options2, 3 | | Number of Options (000's) | | Weighted-Average Exercise Price | | Number of Options (000's) | | Weighted-Average Exercise Price | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Outstanding as at January 1, 2023 | 5,631 | | | $ | 22.87 | | | 32,742 | | | $ | 17.07 | | | Transferred | (455) | | | 19.18 | | | (2,656) | | | 14.40 | | | Granted | 5,721 | | | 35.13 | | | — | | | — | | | Exercised | (652) | | | 16.99 | | | (2,027) | | | 11.45 | | | Cancelled | (276) | | | 35.27 | | | (359) | | | 26.58 | | | Outstanding as at December 31, 2023 | 9,969 | | | $ | 30.81 | | | 27,700 | | | $ | 18.77 | | 1. Represents the continuity of BAM options relating to only those employees of the Company based on BAM's weighted average exercise price which differs from that of BN. 2. Represents the continuity of BN's options relating to only those employees of the Company based on BN's weighted average exercise price which differs from that of BAM. 3. Adjusted to reflect the three-for-two stock split completed on October 9, 2025. |
The weighted-average grant date fair value of BAM MSOP granted for the year ended December 31, 2025 was $11.18 (2024 – $6.12; 2023 – $5.26), and was determined using the Black-Scholes valuation model, with inputs to the model as follows: | | | | | | | | | | | | | | | | | | | | | | | | | | FOR THE YEAR ENDED DECEMBER 31 (MILLIONS) | Unit | | | | 2025 | | 2024 | | 2023 | | Weighted-average share price | US$ | | | | $ | 59.62 | | | $ | 40.07 | | | $ | 35.13 | | | Average term to exercise | Years | | | | 7.5 | | 7.5 | | 7.5 | Share price volatility1 | % | | | | 29.9 | | | 29.2 | | | 28.5 | | | Liquidity discount | % | | | | 25.0 | | | 25.0 | | | 25.0 | | | Weighted-average annual dividend yield | % | | | | 3.7 | | | 4.8 | | | 4.6 | | | Risk-free rate | % | | | | 4.4 | | | 4.2 | | | 3.9 | | 1. Share price volatility was determined based on implied volatilities consistent with Brookfield Corporation's historical share prices over a similar period to the average term to exercise. |
The total fair value of the options granted during the year ended December 31, 2025 was $53 million (2024 – $38 million; 2023 – $41 million). Escrowed Stock Plan The Escrowed Stock (“ES”) shares generally vest over five years and must be held to the fifth anniversary of the grant date. At a date no more than ten years from the grant date, all outstanding ES shares will be exchanged for Class A Shares or BN Class A Shares based on the respective market value at the time of the exchange. The number of Class A Shares or BN Class A Shares issued on exchange will be less than the number of shares purchased under the ES Plan resulting in a net reduction in the number of Class A Shares or BN Class A Shares. For the year ended December 31, 2025, the total expense incurred with respect to the ES Plan totaled $60 million (2024 – $20 million; 2023 – $14 million). The changes in the number of ES shares during the year ended December 31, 2025 was as follows: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Number of Brookfield Asset Management Ltd. ES Shares1 | | Number of Brookfield Asset Management ULC ES Shares2 | | Number of Brookfield Corporation ES Shares3, 4 | | Number of ES Shares (000's) | | Weighted-Average Exercise Price | | Number of ES Shares (000's) | | Weighted-Average Exercise Price | | Number of ES Shares (000's) | | Weighted-Average Exercise Price | | Outstanding as at January 1, 2025 | 3,242 | | | $ | 32.24 | | | 1,494 | | | $ | 40.07 | | | 10,878 | | | $ | 23.49 | | | 2025 Arrangement | 9,038 | | | 31.62 | | | 3,409 | | | 40.32 | | | 26,502 | | | 23.23 | | | Transferred | (505) | | | 32.36 | | | (250) | | | 40.07 | | | 393 | | | 40.13 | | | Granted | 3,544 | | | 59.62 | | | — | | | — | | | 750 | | | 40.19 | | | Exercised | (61) | | | 29.64 | | | — | | | — | | | (1,344) | | | 25.76 | | | Cancelled | — | | | — | | | — | | | — | | | — | | | — | | | Outstanding as at December 31, 2025 | 15,258 | | | $ | 38.24 | | | 4,653 | | | $ | 40.26 | | | 37,179 | | | $ | 23.74 | | 1. Represents the continuity of BAM ES relating to only those employees of the Company based on BAM's weighted average exercise price which differs from that of BN. 2. Represents the continuity of the Asset Management Company ES relating to only those employees of the Company based on BAM's weighted average exercise price which differs from that of BN. 3. Represents the continuity of BN ES relating to only those employees of the Company based on BN's weighted average exercise price which differs from that of BAM. 4. Adjusted to reflect the three-for-two stock split completed on October 9, 2025. |
The changes in the number of ES shares during the year ended December 31, 2024 was as follows: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Number of Brookfield Asset Management Ltd. ES Shares1 | | Number of Brookfield Asset Management ULC ES Shares2 | | Number of Brookfield Corporation ES Shares3, 4 | | Number of ES Shares (000's) | | Weighted-Average Exercise Price | | Number of ES Shares (000's) | | Weighted-Average Exercise Price | | Number of ES Shares (000's) | | Weighted-Average Exercise Price | | Outstanding as at January 1, 2024 | 3,321 | | | $ | 32.18 | | | — | | | $ | — | | | 11,740 | | | $ | 23.58 | | | Transferred | — | | | — | | | — | | | — | | | (18) | | | 27.74 | | | Granted | — | | | — | | | 1,494 | | | 40.07 | | | — | | | — | | | Exercised | (79) | | | 29.64 | | | — | | | — | | | (835) | | | 24.50 | | | Cancelled | — | | | — | | | — | | | — | | | (9) | | | 30.34 | | | Outstanding as at December 31, 2024 | 3,242 | | | $ | 32.24 | | | 1,494 | | | $ | 40.07 | | | 10,878 | | | $ | 23.49 | | 1. Represents the continuity of BAM ES relating to only those employees of the Company based on BAM's weighted average exercise price which differs from that of BN. 2. Represents the continuity of the Asset Management Company ES relating to only those employees of the Company based on BAM's weighted average exercise price which differs from that of BN. 3. Represents the continuity of BN ES relating to only those employees of the Company based on BN's weighted average exercise price which differs from that of BAM. 4. Adjusted to reflect the three-for-two stock split completed on October 9, 2025. |
The changes in the number of ES shares during the year ended December 31, 2023 were as follows: | | | | | | | | | | | | | | | | | | | | | | | | | Number of Brookfield Asset Management Ltd. ES Shares1 | | Number of Brookfield Corporation ES Shares2, 3 | | Number of ES Shares (000's) | | Weighted-Average Exercise Price | | Number of ES Shares (000's) | | Weighted-Average Exercise Price | | Outstanding as at January 1, 2023 | 2,361 | | | $ | 29.64 | | | 15,211 | | | $ | 23.48 | | | Transferred | (575) | | | 29.64 | | | (3,449) | | | 23.14 | | | Granted | 1,535 | | | 35.13 | | | — | | | — | | | | | | | | | | | Cancelled | — | | | — | | | (22) | | | 29.00 | | | Outstanding as at December 31, 2023 | 3,321 | | | $ | 32.18 | | | 11,740 | | | $ | 23.58 | | 1. Represents the continuity of BAM ES relating to only those employees of the Company based on BAM's weighted average exercise price which differs from that of BN. 2. Represents the continuity of BN ES relating to only those employees of the Company based on BN's weighted average exercise price which differs from that of BAM. 3. Adjusted to reflect the three-for-two stock split completed on October 9, 2025. |
The weighted-average grant date fair value of BAM escrowed shares granted for the year ended December 31, 2025 was $11.18 (2024 – $6.12; 2023 – $5.26), and was determined using the Black-Scholes model of valuation with inputs to the model as follows: | | | | | | | | | | | | | | | | | | | | | | | | FOR THE YEARS ENDED DECEMBER 31, (MILLIONS) | Unit | | 2025 | | 2024 | | 2023 | | Weighted-average share price | US$ | | $ | 59.62 | | | $ | 40.07 | | | $ | 35.13 | | | Average term to exercise | Years | | 7.5 | | 7.5 | | 7.5 | Share price volatility1 | % | | 29.9 | | | 29.2 | | | 28.5 | | | Liquidity discount | % | | 25.0 | | | 25.0 | | | 25.0 | | | Weighted-average annual dividend yield | % | | 3.7 | | | 4.8 | | | 4.6 | | | Risk-free rate | % | | 4.4 | | | 4.2 | | | 3.9 | | 1. Share price volatility was determined based on implied volatilities consistent with BN's historical share prices over a similar period to the average term to exercise. |
The total fair value of the escrowed shares granted during the year ended December 31, 2025 was $40 million (2024 – $30 million; 2023 – $25 million). Restricted Stock Plan The Restricted Stock Plan awards executives with Class A Shares and BN Class A Shares purchased on the open market (“Restricted Shares”). Under the Restricted Stock Plan, Restricted Shares awarded vest over a period of up to five years, except for Restricted Shares awarded in lieu of a cash bonus, which may vest immediately. Vested and unvested Restricted Shares are subject to a hold period of up to five years. Holders of Restricted Shares are entitled to vote and to receive associated dividends. Employee compensation expense for the Restricted Stock Plan is charged against income over the vesting period. Compensation expense for the year ended December 31, 2025 was $55 million (2024 – $51 million; 2023 – $48 million). Deferred Share Unit Plan The Deferred Share Unit (“DSU”) Plan provides for the issuance of DSUs. Under the DSU plan, qualifying employees and directors receive varying percentages of their annual incentive bonus or directors’ fees in the form of DSUs. The DSUs vest over periods of up to five years, and accumulate additional DSUs at the same rate as dividends on Class A Shares and BN Class A Shares based on the market value of the shares at the time of the dividend. Participants are not allowed to convert vested DSUs into cash until retirement or cessation of employment. The value of the DSUs, when converted to cash, will be equivalent to the market value of the Class A Shares or BN Class A Shares at the time the conversion takes place. The fair value of the vested DSUs as at December 31, 2025 was $701 million (December 31, 2024 – $150 million). Employee compensation expense for these plans is charged against net income over the vesting period of the DSUs. For those awards issued as part of the 2022 Arrangement, the mark-to-market movement is recoverable from BN. The amount payable in respect of vested DSUs changes as a result of dividends and share price movements. All of the amounts attributable to changes in the amounts payable by the Company are recorded as employee compensation expense in the period of the change. For the year ended December 31, 2025, employee compensation expense totaled $88 million (2024 – $42 million; 2023 – $15 million). Restricted Share Unit Plan The Restricted Share Unit (“RSU”) Plan provided for the issuance of RSUs. Under the RSU plan, qualifying employees and directors received varying percentages of their annual incentive bonus or directors’ fees in the form of RSUs. The RSUs vest over periods of up to five years. Participants were not allowed to convert RSUs into cash until retirement or cessation of employment. The value of the RSUs, when converted into cash, was equivalent to the difference between the market price of equivalent number of Class A Shares or BN Class A Shares at the time the conversion takes place and the market price on the date the RSUs are granted. During the year ended December 31, 2024, the RSU Plan was settled and participating employees and directors of BAM received a cash settlement equal to the value of the RSUs at the date of settlement or an option to acquire preferred shares in subsidiaries of BN with a redemption value equal to the value of their RSUs on the date of the settlement of the RSU plan. The value of the outstanding options associated with the settlement of the RSU plan as at December 31, 2025 was $nil (December 31, 2024 – $21 million) and the fair value of outstanding RSUs was $nil (December 31, 2024 – $nil). For the year ended December 31, 2025, expense associated with the RSU's totaled $nil (2024 – $1 million; 2023 – recovery of $3 million). The change in the number of DSUs and RSUs outstanding for the year ended December 31, 2025 was as follows: | | | | | | | | | | | | | | | | | | | DSUs | | RSUs | | Number of Units Tracking to BAM Ltd. share price (000's) | Number of Units Tracking to BN1 share price (000's) | | Number of Units Tracking to BN1 share price (000's) | Weighted-Average Exercise Price (CAD) | | Outstanding as at January 1, 2025 | 387 | | 2,297 | | | — | | $ | — | | | 2025 Arrangement | 1,694 | | 10,515 | | | — | | — | | | Transferred | 13 | | 233 | | | — | | — | | | Granted and reinvested | 138 | | 104 | | | — | | — | | | Exercised and cancelled | (178) | | (898) | | | — | | — | | | Outstanding as at December 31, 2025 | 2,054 | | 12,251 | | | — | | $ | — | | 1. Adjusted to reflect the three-for-two stock split completed on October 9, 2025. |
The change in the number of DSUs and RSUs outstanding for the year ended December 31, 2024 was as follows: | | | | | | | | | | | | | | | | | | | DSUs | | RSUs | | Number of Units Tracking to BAM Ltd. share price (000's) | Number of Units Tracking to BN1 share price (000's) | | Number of Units Tracking to BN1 share price (000's) | Weighted-Average Exercise Price (CAD) | | Outstanding as at January 1, 2024 | 788 | | 4,804 | | | 854 | | $ | 2.62 | | | Transferred | (7) | | (97) | | | — | | — | | | Granted and reinvested | 30 | | 26 | | | — | | — | | | Exercised and cancelled | (424) | | (2,436) | | | (854) | | 2.62 | | | Outstanding as at December 31, 2024 | 387 | | 2,297 | | | — | | $ | — | | | 1. Adjusted to reflect the three-for-two stock split completed on October 9, 2025. |
The change in the number of DSUs and RSUs outstanding for the year ended December 31, 2023 was as follows: | | | | | | | | | | | | | | | | | | | DSUs | | RSUs | | Number of Units Tracking to BAM Ltd. share price (000's) | Number of Units Tracking to BN1 share price (000's) | | Number of Units Tracking to BN1 share price (000's) | Weighted-Average Exercise Price (CAD) | | Outstanding as at January 1, 2023 | 915 | | 5,785 | | | 1,234 | | $ | 2.62 | | | Transferred | (123) | | (822) | | | (380) | | 2.62 | | | Granted and reinvested | 30 | | 40 | | | — | | — | | | Exercised and cancelled | (34) | | (199) | | | — | | — | | | Outstanding as at December 31, 2023 | 788 | | 4,804 | | | 854 | | $ | 2.62 | | | 1. Adjusted to reflect the three-for-two stock split completed on October 9, 2025. |
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